COMERICA INC — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2017-02-28

Reporting Person: BABB RALPH W JR (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	A	54861	—	Acquired	617569	Direct
2017-02-28	Common Stock	F	23015	$71.28	Disposed	594554	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$17.32	2019-01-27	Common Stock (83600)	83600	Direct
Employee Stock Option (right to buy)	$39.16	2020-07-27	Common Stock (61500)	61500	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (115300)	115300	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (121400)	121400	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (34700)	34700	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (27863)	27863	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (31495)	31495	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (36145)	36145	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (18220)	18220	Direct

Footnotes

F1: On January 21, 2014, a "target" award of 54,534 performance restricted stock units ("SELTPP units") was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The SELTPP units are settled in stock and vest in one installment following certification of results for a three-year performance period. The performance period ended on December 31, 2016, and on February 28, 2017, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 100.6% based upon satisfaction of a three-year average adjusted return on common equity performance goal and (2) the negative total shareholder return modifier of 10 percentage points would not be applied based upon satisfaction of a relative total shareholder return goal.

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of February 28, 2017.

F3: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.